Within the framework of the “apply or explain” rule specified in article L. 22-10-10 4° of the French Commercial Code and referred to in article 27.1 of the Afep-Medef Code, the Company considers that its practices are compliant with the recommendations of the Afep-Medef Code. However, certain provisions were set aside for the reasons explained hereafter:
Recommendations of the Afep-Medef Code | Position |
|---|---|
Article 18.1 – Composition of the Compensation Committee “It is recommended… that one of its members should be an employee director.” | Article 18.1 – Composition of the Compensation Committee “It is recommended… that one of its members should be an employee director.” Position Pierre Pénicaud and Patricia Velay-Borrini were appointed members of the Supervisory Board representing employees by the Groupe Works Council of Publicis Groupe SA on June 20, 2017 and October 16, 2020 respectively. They declined the invitation made to them by the Supervisory Board to join the Compensation Committee. At his request, Pierre Pénicaud is a member of the Strategy and Risk Committee, while Patricia Velay-Borrini has chosen to be a member of the Nominating Committee. The Board supported these requests, considering that their significant experience in the Groupe and their operational knowledge are assets for these Committees. In their capacity as members of the Board, Pierre Pénicaud and Patricia Velay-Borrini naturally take part in meetings to review the compensation of corporate officers, which enables them to express their views on these subjects. Patricia Velay-Borrini plans to join the Compensation Committee after one year, the time to familiarize herself with the various subjects dealt with by the Supervisory Board. |
Article 26.2 – Annual information (information on ratios) “Corporations which have no or not many employees in relation to the global workforce in France must take into account a more significant perimeter in relation to the wage bill or the workforce in France of the corporations over which they have exclusive control within the meaning of Article L.233-16 II of the French Commercial Code.” | Article 26.2 – Annual information (information on ratios) “Corporations which have no or not many employees in relation to the global workforce in France must take into account a more significant perimeter in relation to the wage bill or the workforce in France of the corporations over which they have exclusive control within the meaning of Article L.233-16 II of the French Commercial Code.” Position As Publicis Groupe SA has a single employee, it has decided to publish the ratios as provided for in 6° of article L. 22-10-9 of the French Commercial Code on a scope representative of the Groupe’s business in France, to which have been added the workforce of all Groupe companies in the United States and the United Kingdom. This scope is a more valid financial comparison insofar as it represents the bulk of the Groupe’s revenues (73%) and of its payroll (67%), the remainder being spread across other countries worldwide. This scope was preferred to a scope limited to France, which only represents 6% of Groupe revenues and 6% of Groupe payroll and is not representative of Groupe operations (see Section 3.2.2.8 of the Universal Registration Document). |
